Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses FGBI in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named FGBI in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Michael Mineer | $413,333 | $48,064 | $0 | $0 | $0 | $0 | $3,024 | $464,421 |
| President and Chief Executive Officer | ||||||||
| Eric Dosch | 210,417 | 24,416 | 0 | 0 | 0 | 0 | 810 | 235,643 |
| Chief Financial Officer, Treasurer, and Secretary | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Michael Mineer | $464,421 | $372,428 | — | +91,993 |
| Eric Dosch | 235,643 | 250,938 | — | −15,295 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Bruce McAnally | Director | 2026-04-30 | A | 109,051 | $9 | $999,998 | Common, indirect | Form 4 ↗ |
| Marshall T. Reynolds | Director | 2026-04-30 | A | 109,051 | 9 | 999,998 | Common, indirect | Form 4 ↗ |
| Edgar R. Smith III | Director | 2026-04-30 | A | 109,051 | 9 | 999,998 | Common, indirect | Form 4 ↗ |
| Edgar R. Smith III | Director | 2026-06-30 | A | 74,846 | 11 | 794,116 | Common, indirect | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
The performance of the named executive officers in managing First Guaranty and First Guaranty Bank, when considered in light of general economic, specific company, industry and competitive conditions, is the basis for determining their overall compensation.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | false |
| Anti-hedging | False |
| Anti-pledging | False |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-21 | 9,958,082 | 61,804 | 25,667 | 99.38% | Passed |
| 2025 | 2025-05-15 | 8,108,057 | 23,222 | 14,629 | 99.71% | Passed |
| 2024 | 2024-05-16 | 7,962,059 | 35,463 | 23,732 | 99.56% | Passed |
| 2023 | 2023-05-18 | 7,348,372 | 41,227 | 18,403 | 99.44% | Passed |
| 2022 | 2022-05-19 | 6,995,929 | 28,521 | 67,309 | 99.59% | Passed |
| 2021 | 2021-05-20 | 6,302,308 | 41,117 | 105,426 | 99.35% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-21 | 99.38%a |
| 2025 | 2025-05-15 | 99.71%b |
| 2024 | 2024-05-16 | 99.56%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Annual cash retainer | — |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | First Guaranty Bancshares | 2025 | Michael Mineer | $413,333 | $0 | $0 | $0 | $464,421 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Michael Mineer | DEF 14A | 2026-04-21 | 0001408534-26-000024 | Section “Compensation of Named Executive Officers”. As printed: 464,421. Filing ↗machine: t7 · r2 · c10 · span 148583–148591 |
| 2 | Section 01, Eric Dosch | DEF 14A | 2026-04-21 | 0001408534-26-000024 | Section “Compensation of Named Executive Officers”. As printed: 235,643. Filing ↗machine: t7 · r6 · c10 · span 154509–154516 |
| 3 | Section 07, pay ratio | 10-K | 2026-03-31 | 0001408534-26-000021 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 4 | Section 02, Bruce McAnally 2026-04-30 | Form 4 | 2026-05-04 | 0001437749-26-014648 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 5 | Section 02, Marshall T. Reynolds 2026-04-30 | Form 4 | 2026-05-05 | 0001437749-26-014874 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 6 | Section 02, Edgar R. Smith III 2026-04-30 | Form 4 | 2026-05-04 | 0001437749-26-014649 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 7 | Section 02, Edgar R. Smith III 2026-06-30 | Form 4 | 2026-07-01 | 0001437749-26-022281 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 8 | Section 06, 2026 vote | Form 8-K | 2026-05-22 | 0001408534-26-000049 | Item 5.07 · say-on-pay result. As reported: 99.38% (votes for as printed: 9,958,082). Filing ↗ |
| 9 | Section 06, 2025 vote | Form 8-K | 2025-05-20 | 0001408534-25-000040 | Item 5.07 · say-on-pay result. As reported: 99.71% (votes for as printed: 8,108,057). Filing ↗ |
| 10 | Section 06, 2024 vote | Form 8-K | 2024-05-17 | 0001408534-24-000050 | Item 5.07 · say-on-pay result. As reported: 99.56% (votes for as printed: 7,962,059). Filing ↗ |
| 11 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 12 | First Guaranty Bancshares (subject), Section 10b CEO total | DEF 14A | 2026-04-21 | 0001408534-26-000024 | CEO total compensation as printed in First Guaranty Bancshares's own proxy. As printed: 464,421. Filing ↗machine: t7 · r2 · c10 · span 148583–148591 |